Fortune Rise Acquisition Corporation announced a private placement of an unsecured convertible promissory note at a price of $100,000 in the principal amount of $100,000 for the gross proceeds of $100,000 on March 5, 2024. The transaction included participation from returning investor Water On Demand, Inc. The note is non-interest bearing and payable on the earlier of consummation of the company?s initial business combination and the date of the liquidation of the company. The holder of the note has the right, but not the obligation, to convert its Note, in whole or in part, into private shares of the Class A common stock of the company.

The number of conversion shares to be received by the holders in connection with such conversion shall be an amount determined by dividing the sum of the outstanding principal amount payable to such holders by $10. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. No commissions were paid in connection with the issuance of the Note.